- Shareholders are encouraged to vote well in advance of the
proxy voting deadline at 10:00 a.m. (Eastern
time) on Tuesday, April 25, 2023
- Shareholders who have questions or need assistance with
voting their shares should contact Laurel Hill Advisory Group
at 1-877-452-7184 (North American toll-free) or 1-416-304-0211
or by e-mail at assistance@laurelhill.com
BOUCHERVILLE, QC, April 3,
2023 /CNW/ - Uni-Select Inc. (TSX: UNS)
("Uni-Select" or the "Corporation"), is pleased to
announce that Institutional Shareholders Services Inc.
("ISS") has recommended that Uni-Select's shareholders vote
FOR the special resolution (the "Arrangement
Resolution") to approve the plan of arrangement (the
"Arrangement") involving the Corporation, LKQ Corporation
("LKQ"), and 9485–4692 Québec Inc. (the "Purchaser"),
a wholly-owned subsidiary of LKQ. ISS is a leading independent
proxy advisory firm that provides voting recommendations to pension
funds, investment managers, mutual funds, and other institutional
shareholders.
Under the terms of the Arrangement, among other things, the
Purchaser will acquire all of the issued and outstanding Uni-Select
shares for $48.00 in cash per share,
subject to the terms and conditions of the arrangement agreement
dated February 26, 2023 among the
Corporation, LKQ and the Purchaser.
Welcoming the favourable recommendation of the Arrangement,
Brian McManus, Executive Chair and
Chief Executive Officer of Uni–Select commented: "We are pleased
that ISS endorsed this deal and encourage all shareholders of the
Corporation to vote FOR the resolution to approve the plan
of arrangement with LKQ in advance of the voting deadline on
April 25, 2023."
The Special Meeting of
Shareholders
The special meeting of Uni-Select's shareholders (the
"Meeting") will be held as a virtual-only meeting by live
audio webcast on April 27, 2023 at
10:00 a.m. (Eastern time) at
https://web.lumiagm.com/463171644 and using the following password:
uniselect2023 (case sensitive).
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY – THE PROXY VOTING
DEADLINE IS 10:00 A.M. (EASTERN TIME) ON
TUESDAY, APRIL 25, 2023.
Uni-Select's Board of Directors has unanimously recommended that
shareholders vote FOR the Arrangement Resolution.
Shareholders are encouraged to read Uni-Select's management
proxy circular (the "Circular") dated March 23, 2023, for more information regarding
the Arrangement Resolution and related matters, including voting
procedures and instructions for Uni-Select shareholders to attend
the Meeting virtually. The Circular is available on Uni-Select's
website at www.uniselect.com and under the Corporation's profile on
SEDAR at www.sedar.com.
Shareholder Questions
If you have questions or need more information about the
Arrangement, please contact Uni-Select's shareholder communications
advisor and proxy solicitation agent, Laurel Hill Advisory Group,
by telephone at 1-877-452-7184 toll-free in Canada or 416-304-0211 for international calls
or by e-mail at assistance@laurelhill.com.
About Uni-Select
With over 5,200 employees in Canada, the U.S. and the U.K., Uni-Select is a
leader in the distribution of automotive refinish and industrial
coatings and related products in North
America, as well as a leader in the automotive aftermarket
parts business in Canada and in
the U.K. Uni-Select is headquartered in Boucherville, Québec, Canada, and its shares are traded on the
Toronto Stock Exchange under the symbol UNS.
In Canada, Uni-Select supports
over 16,000 automotive repair and collision repair shops and more
than 4,000 shops through its automotive repair/installer shop
banners and automotive refinish banners. Its network includes over
1,000 independent customer locations and more than 95
company-operated stores, many of which operate under the Uni-Select
BUMPER TO BUMPER®, AUTO PARTS PLUS® and
FINISHMASTER® store banner programs.
In the United States,
Uni-Select, through its wholly-owned subsidiary FinishMaster, Inc.,
operates over 145 automotive refinish company-operated stores under
the FINISHMASTER® banner, which supports over 30,000
customers annually.
In the U.K., Uni-Select, through GSF Car Parts, is a major
distributor of automotive parts supporting over 20,000 customer
accounts with over 175 company-operated stores.
www.uniselect.com.
Caution Regarding Uni-Select
Forward-Looking Information
Certain statements made in this press release are
forward-looking information within the meaning of Canadian
securities laws. All such forward-looking information is made and
disclosed in reliance upon the "safe harbour" provisions of
applicable Canadian securities laws.
Forward-looking information includes all information and
statements regarding Uni-Select's intentions, plans, expectations,
beliefs, objectives, future performance, and strategy, as well as
any other information or statements that relate to future events or
circumstances and which do not directly and exclusively relate to
historical facts. Forward-looking statements often, but not always,
use words such as "believe", "estimate", "expect", "intend",
"anticipate", "foresee", "plan", "predict", "project", "aim",
"seek", "strive", "potential", "continue", "target", "may",
"might", "could", "should", and similar expressions and variations
thereof. In addition, statements with respect to management
expectations in terms of sales, adjusted EBITDA, adjusted EPS or
other financial results for 2023 constitute forward-looking
information and financial outlook within the meaning of Canadian
securities laws.
Forward-looking information is based on Uni-Select's perception
of historic trends, current conditions and expected future
developments, as well as other assumptions, both general and
specific, that Uni-Select believes are appropriate in the
circumstances. Such information is, by its very nature, subject to
inherent risks and uncertainties, many of which are beyond the
control of Uni-Select, and which give rise to the possibility that
actual results could differ materially from Uni-Select's
expectations expressed in, or implied by, such forward-looking
information.
Uni-Select cannot guarantee that any forward-looking information
will materialize, and we caution readers against relying on any
forward-looking information. These risks and uncertainties include,
but are not restricted to: risks associated with reduced demand for
our products, disruptions of our supplier relationships or of our
suppliers' operations or supplier consolidation, increases in
shipping costs, disruption of our customer relationships,
competition in the industries in which we do business, the COVID-19
pandemic or other pandemics, reliance on information technology
systems, security breaches, information security malfunctions or
integration issues, the demand for e-commerce and failure to
provide adequate e-commerce solutions, retention of employees,
labor costs and availability, union activities and labor and
employment laws, failure to realize benefits of acquisitions and
other strategic transactions, product liability claims, product
recalls, credit risk, termination or reduction of our vendor
financing program, loss of right to operate at key locations,
failure to implement business initiatives, failure to maintain
effective internal controls, macro-economic conditions such as
unemployment, inflation, changes in tax policies and uncertain
credit markets, operations in foreign jurisdictions, foreign
exchange, inability to service our debt or fulfill financial
covenants, litigation, changes in legislation or government
regulation or policies, compliance with environmental laws and
regulations, compliance with privacy laws, global climate change,
changes in accounting standards, share price fluctuations,
environmental, social and governance activities and reputation and
activist investors as well as other risks identified or
incorporated by reference in our MD&A for the year ended
December 31, 2022 and in other
documents that we make public, including our filings with the
Canadian Securities Administrators (on SEDAR at www.sedar.com).
Unless otherwise stated, the forward-looking information
contained in this press release is made as of the date hereof and
Uni-Select disclaims any intention or obligation to publicly update
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. While we believe that our assumptions on which the
forward-looking information is based were reasonable as at the date
of this press release, readers are cautioned not to place undue
reliance on the forward-looking information.
Furthermore, readers are reminded that forward-looking
information is presented for the sole purpose of assisting
investors and others in understanding Uni-Select's expected
financial results, as well as our objectives, strategic priorities
and business outlook and our anticipated operating environment.
Readers are cautioned that such information may not be appropriate
for other purposes and should not be relied upon as necessarily
being indicative of future financial results.
Further information on the risks that could cause our actual
results to differ significantly from our current expectations may
be found in the section titled "Risk Management" of our MD&A
for the year ended December 31, 2022,
which is incorporated by reference in this cautionary
statement.
We also caution readers that the above-mentioned risks and the
risks disclosed in our MD&A for the year ended December 31, 2022, and other documents and
filings are not the only ones that could affect us. Additional
risks and uncertainties not currently known to us or that we
currently deem to be immaterial could also have a material adverse
effect on our business, operating results, cash flows and financial
condition.
SOURCE Uni-Select Inc.